Watermark Lodging Trust (WRMK) Form 4 Watermark Lodging Trust / Michael G Medzigian ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Medzigian Michael G

(Last) (First) (Middle)

C/O WATERMARK LODGING TRUST, INC.

150 NORTH RIVERSIDE PLAZA SUITE 4200

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Watermark Lodging Trust, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								268,864.762(1)	I	By Michael G. Medzigian Revocable Trust
Class A Common Stock								1,016,294.99(1)(2)	I	By Watermark Capital Partners LLC
Class A Common Stock	10/21/2022		A(3)		65,731.814	A	$0	1,082,026.81	I	By Watermark Capital Partners LLC
Class A Common Stock	10/21/2022		A(4)		120,992	A	$0	1,203,018.81	I	By Watermark Capital Partners LLC
Class A Common Stock	10/21/2022		A(4)		417,329.093	A	$0	1,620,347.903	I	By Watermark Capital Partners LLC
Class A Common Stock	10/21/2022		D		268,864.762	D	$6.768(5)	0	I	By Michael G. Medzigian Revocable Trust
Class A Common Stock	10/21/2022		D		1,620,347.903	D	$6.768(5)(6)	0	I	By Watermark Capital Partners LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP Units	(7)	10/21/2022		D			2,417,996	(7)	(7)	Class A Common Stock	2,417,996	$6.768	0	I	By Watermark Capital Partners LLC

Explanation of Responses:

1. Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 71,844.873 shares of WLT's Class A Common Stock from a trust to another account, in both of which the Reporting Person holds a pecuniary interest.

2. Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 944,450.119 shares of WLT's Class A Common Stock from a directly-owned account to an account in which the Reporting Person holds a precuniary interest.

3. Represents the vesting of performance-based RSU's in accordance with the Reporting Person's employment agreement with WLT.

4. Represents the vesting of performance-based RSU's upon the Company Merger Effective Time.

5. Pursuant to the Merger Agreement dated May 6, 2022, at the Company Merger Effective Time, each outstanding share of Class A Common Stock, par value $0.001 per share, of the Company ("Company A Share"), was automatically converted into the right to receive an amount in cash equal to $6.768, without interest. As of the Company Merger Effective Time, all Company A Shares issued and outstanding immediately prior to the Company Merger Effective Time are no longer outstanding and were automatically cancelled and cease to exist.

6. Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each award of restricted stock units (whether vested or unvested) (each, a "Company RSU Award") that is outstanding immediately prior to the Company Merger Effective Time was cancelled, with the holder of each such Company RSU Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (i) the number of Company A Shares subject to the Company RSU Award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company A Share Merger Consideration (less any applicable income and employment withholding Taxes) of $6.768 per share.

7. The OP Units were convertible for a number of shares of Class A Common Stock of equivalent value. In the Partnership Merger, each OP Unit was cancelled and converted into the right to receive $6.768 per unit in cash.

Remarks:

	/s/ Elizabeth D Van Aken, Attorney-in-fact	10/25/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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